Exhibit 10.1


 





PLAN OF LIQUIDATION AND DISSOLUTION


 


This Plan of Liquidation and Dissolution
(the “Plan”), dated as of December 31, 2016, is entered into by and between ICON Leasing Fund Eleven, LLC, a Delaware
limited liability company (the “Company”), and ICON Capital, LLC, a Delaware limited liability company (the “Manager”),
and is intended to accomplish the complete liquidation and dissolution of the Company in accordance with Section 18-801 and other
applicable provisions of the Delaware Limited Liability Company Act.


 


R E C I T A L S


 


WHEREAS, the Company and the Manager, among
others, are parties to an Amended and Restated Limited Liability Company Agreement, dated as of April 21, 2006 (the “LLC
Agreement”); and


 


WHEREAS, the Manager has determined that
it is in the best interest of the Company to complete the liquidation and dissolution of the Company pursuant to the adoption of
this Plan; and


 


WHEREAS, in furtherance hereof, the Manager
shall (i) place all of the Company’s assets and liabilities, including any cash, in a liquidating trust (the “Liquidating
Trust”), with the Manager as its managing trustee (the “Managing Trustee”), for the benefit of the holders of
shares of limited liability company interests of the Company (the “Members”); and (ii) cause the Liquidating Trust,
pursuant to the terms of a Liquidating Trust Agreement (the “Liquidating Trust Agreement”) by and among the Company,
the Manager, as Managing Trustee, and NRAI Services, LLC, as resident trustee (the “Resident Trustee” and, with the
Managing Trustee, the “Trustees”), of even date herewith and attached as Exhibit A hereto, to distribute all of the
net cash proceeds from the sale of assets of the Liquidating Trust and cash, less reserves for any contingent liabilities, to the
beneficiaries of the Liquidating Trust; and


 


WHEREAS, pursuant to the terms of the Liquidating
Trust Agreement, the Members of the Company shall receive, in exchange for their respective shares of limited liability company
interests, a pro rata beneficial interest in the Liquidating Trust; and


 


WHEREAS, in furtherance of the liquidation
and dissolution of the Company as described herein, the Manager has adopted and approved this Plan.


 


NOW THEREFORE, the Manager authorizes the
following on behalf of the Company:


 


1. The Company shall enter into, execute
and deliver the Liquidating Trust Agreement with the Trustees.


 


2. The Company shall enter into, execute
and deliver to the Managing Trustee a Bill of Sale, Assignment, Acceptance and Assumption Agreement, which is attached hereto as
Exhibit B (the “Bill of Sale”), which, together with related transfer instruments, shall transfer and assign to the
Managing Trustee, on behalf of the Liquidating Trust, all right, title, interest in and to, and liabilities and obligations related
to, all assets, including, but not limited to, any cash reserves and any other assets and liabilities held by the Company as of
the date of such Bill of Sale. The assets in the Liquidating Trust shall be reserved, liquidated or distributed by the Managing
Trustee in accordance with the terms of the Liquidating Trust Agreement.


 






     


     


    

 


3. The Company shall continue to indemnify
the Manager and its officers, directors, managers, members, employees and agents in accordance with the Company’s Certificate
of Formation, the LLC Agreement and any contractual arrangements, for actions taken in connection with this Plan. The Manager is
authorized to obtain and maintain insurance as may be necessary, appropriate or advisable to cover the Company’s obligations
hereunder.


 


4. If for any reason the Manager determines
that such action would be in the best interests of the Company, it may amend or modify the Plan and the actions contemplated hereunder
without any further action or approval from the Members.


 


5. The Manager shall cause the Company to
file with the Secretary of State of the State of Delaware a Certificate of Cancellation, which cancels the Company’s Certificate
of Formation.


 


6. The Manager shall take any and all other
actions deemed required, necessary or desirable to complete the liquidation and dissolution of the Company, including, but not
limited to, the execution and delivery of any and all agreements, certificates, instruments or other documents deemed required,
necessary or desirable in connection therewith.


 


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IN WITNESS WHEREOF, the parties hereto have
executed this Plan as of the date first set forth above.


 


 


	ICON LEASING FUND ELEVEN, LLC	 
	 	 	 	 	 
	 	By:	ICON Capital, LLC,	 
	         	 	its Manager	 
	 	 	 	 	 
	 	 	 	 	 
	     	By:  	/s/ Michael A. Reisner	 
	     	 	Name:  	Michael A. Reisner	 
	     	 	Title:  	Co-Chief Executive Officer and Co-President	 
	 	 	 	 	 
	 	 	 	 	 
	ICON CAPITAL, LLC	 
	 	 	 	 	 
	 	 	 	 	 
	     	By:  	/s/ Michael A. Reisner	 
	    	 	Name:  	Michael A. Reisner	 
	 	 	Title:  	Co-Chief Executive Officer and Co-President	 


 




     


     


    

 


EXHIBIT A


Liquidating Trust Agreement


 


 




     


     


    

  


EXHIBIT B


Bill of Sale, Assignment, Acceptance and
Assumption Agreement